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Bakkt

Bakkt to Become a Publicly Traded Company via Merger with VPC Impact Acquisition Holdings

Bakkt Holdings, LLC (“Bakkt”), the transformative digital asset marketplace launched in 2018 by Intercontinental Exchange, Inc. (“ICE”) and a marquee group of investors and strategic partners, and VPC Impact Acquisition Holdings (NASDAQ: VIH) (“VIH”), a special purpose acquisition company sponsored by Victory Park Capital (“VPC”), today announced that they have entered into a definitive agreement for a business combination that will result in Bakkt becoming a publicly traded company with an enterprise value of approximately $2.1 billion. The combined company will be renamed Bakkt Holdings, Inc. and will be listed on the New York Stock Exchange.

Since its founding nearly three years ago, Bakkt has been at the forefront of new innovations enabling institutions and consumers to buy, sell, store and spend digital assets. Bakkt’s differentiated and disruptive platform, soon to be made widely available through the new Bakkt App, will enable incremental consumer spending, reduce traditional payment costs and bolster loyalty programs, adding value for all key stakeholders within the payments and digital assets ecosystem. In building its platform, Bakkt leveraged ICE’s ability to create secure and regulated market infrastructure to make Bakkt a trusted platform for digital assets.

Leading Bakkt as CEO will be Gavin Michael, whose appointment takes effect today. Michael, who served most recently as head of technology for Citi’s Global Consumer Bank and led the strategic planning, management and day-to-day operations of Citi’s global technology organization, succeeds David Clifton, Bakkt’s interim CEO, who will join the combined company’s Board of Directors at the closing of the business combination. Earlier in his career, Michael headed the digital team for Chase and served as Chief Technology Innovation Officer at Accenture, among other roles with leading financial services and technology firms.

“The average consumer holds a wealth of digital assets but rarely tracks their value and lacks the tools to manage and utilize them,” said Michael. “I’m excited to join the management team of a company, at this important time in its expansion, whose vision is to bring trust and transparency to digital assets through innovation and technology and, through that process, unlock trillions of dollars currently held in customer and loyalty accounts and allow consumers to put them to work.”

Jeffrey C. Sprecher, Founder, Chairman and CEO of Intercontinental Exchange, commented: “For the past 20 years, I’ve been privileged to work with great people to bring one great company to the public markets and watch it grow from there, and today I’m equally proud to see another great idea born within ICE, and shepherded by another great team, enter into a transaction that will allow it to become publicly traded, I’m thrilled we were able to partner with the fintech experts at VPC on this pathbreaking deal and look forward to watching Gavin and his colleagues bring Bakkt to the next level.”


Victory Park Capital, a global investment firm headquartered in Chicago, has a long track record of executing debt and equity financing transactions with some of the largest global fintech companies. VPC Impact Acquisition Holdings completed its initial public offering in September 2020.

“With VPC Impact Acquisition Holdings, our aim was to identify a high-growth fintech company with competitive differentiation and significant white space, and we are pleased to have found a great match in Bakkt,” said John Martin, CEO of VPC Impact Acquisition Holdings. “The company has a strong position in one of the most well-funded and fastest growing areas of technological expansion, as evidenced by its diversified revenue generation model and pathway to near-term profitability. We thank Jeff, David and the ICE team for their vision and look forward to working with Gavin and the Bakkt team to grow its market-leading position in digital assets.”

Bakkt currently supports more than 30 loyalty program sponsors and over 200 gift card merchants, and Starbucks has integrated Bakkt Cash as a payment method for customers to reload their Starbucks Card in the Starbucks app. The Bakkt App is currently available on an invite-only basis, with over 400,000 consumers currently signed up for early access. Bakkt is planning for the widespread rollout of the app in March 2021. Before it is widely available, users from approved jurisdictions who would like early access to the Bakkt App may download it in the App Store or Google Play Store.

Bakkt Highlights

  Unlocking a massive market by empowering monetization and adoption of digital assets;
  Multiple advantages fueling competitive differentiation: digital asset-native, unrivaled cost structure, and regulatory compliance;
  Transformative consumer marketplace with internet economics via a combination of commerce enablement, payments and markets to create an integrated platform;
  Superior economic model with scale, growth, profitability, diversified revenue streams, and path to positive cash flow, with no additional capital required post-financing;
  Experienced, proven management team and backed by ICE, adding market credibility and proven success, coupled with regulatory and industry expertise.

Key Transaction Terms

The business combination values the combined company at an enterprise value of approximately $2.1 billion and is expected to result in over $500 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $207 million of cash held in VPC Impact Acquisition Holdings’ trust account, and a $325 million concurrent private placement (PIPE) of Class A common stock of the combined company, priced at $10.00 per share, including a $50 million contribution from ICE.

As part of the transaction, Bakkt’s existing equity holders and management will roll 100% of their equity into the combined company. Assuming no shareholders of VIH exercise their redemption rights, current Bakkt equity holders will own approximately 78%, VIH public shareholders will own approximately 8%, VPC will own approximately 2%, and PIPE investors (a group that will include ICE) will own approximately 12% of the combined company (through an Up-C structure described below) at closing.


In connection with the business combination, VIH will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware. The business combination has been structured as an “Up-C” where former Bakkt equity owners will retain their equity interests in Bakkt and will receive non-economic voting shares of the combined company at closing. The combined company will also enter into a customary tax receivable arrangement with the current equity holders of Bakkt, which will provide for the sharing of certain tax benefits as realized by the combined company.

The proposed business combination has been unanimously approved by the Boards of Directors of Bakkt and VIH, is subject to approval by VIH’s shareholders, regulatory approvals and other customary closing conditions. The business combination is expected to close in the second quarter of 2021.

A more detailed description of the business combination terms and a copy of the Agreement and Plan of Merger will be included in a current report on Form 8-K to be filed by VIH with the United States Securities and Exchange Commission (the “SEC”). VIH will file a registration statement (which will contain a proxy statement/prospectus) with the SEC in connection with the business combination.

Advisors

PJ Solomon is serving as financial advisor and Shearman & Sterling is serving as legal advisor to Bakkt. Jefferies and Citigroup are serving as financial and capital markets advisors to VPC Impact Acquisition Holdings and co-placement agents on the PIPE. Jefferies is the lead capital markets advisor to VPC Impact Acquisition Holdings. White & Case LLP is serving as legal advisor to VPC Impact Acquisition Holdings.

Management Presentation

The management teams of Bakkt and VPC Impact Acquisition Holdings will host an investor call on January 11, 2021 at 10:00 am ET to discuss the proposed business combination and review an investor presentation. The webcast can be accessed by visiting: https://event.on24.com/wcc/r/2959229/E600241C03A604B52F811C86F9053E76. A replay will be available.

For materials and information, visit https://www.bakkt.com/newsroom for Bakkt and https://www.victoryparkcapital.com/impact-acquisition-holdings/ for VPC Impact Acquisition Holdings.

VPC Impact Acquisition Holdings will also file the presentation with the SEC as an exhibit to a Current Report on Form 8-K, which can be viewed on the SEC’s website at www.sec.gov.

About Bakkt

Bakkt is a provider of institutional and retail solutions for digital assets. Bakkt provides a mobile application enabling consumers to unlock the value of digital assets, including cryptocurrency, loyalty points, in-game assets, and gift cards, while giving merchants and loyalty program sponsors deeper customer engagement and delivering cost savings to merchants. Bakkt was founded in 2018 by Intercontinental Exchange, Inc. and is headquartered in Atlanta, Georgia.


About VPC Impact Acquisition Holdings

VPC Impact Acquisition Holdings’ sponsor is an affiliate of Victory Park Capital, a global investment firm with a long track record of executing debt and equity financing transactions with some of the largest global Fintech companies. The firm was founded in 2007 and is headquartered in Chicago with additional resources in New York, Los Angeles and San Francisco. Victory Park Capital is privately held and a Registered Investment Advisor with the SEC.

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